##### 



Exhibit 10.17

Form of Supplemental Trust Agreement
Among First Union Trust Company, National Association,
Hollinger International Inc. and Hollinger Canadian Newspapers, LP
Dated as of December 7, 2001

HOLLINGER PARTICIPATION TRUST







SUPPLEMENTAL TRUST AGREEMENT

among

FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION,as Trustee

and

HOLLINGER INTERNATIONAL INC.,as Depositor

and

HOLLINGER CANADIAN NEWSPAPERS, LIMITED PARTNERSHIP
as Depositor



Dated as of December 7, 2001





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HOLLINGER PARTICIPATION TRUST

SUPPLEMENTAL TRUST AGREEMENT

SUPPLEMENTAL
TRUST AGREEMENT (this Supplemental Agreement) of Hollinger
Participation Trust, a Delaware statutory business trust (the Trust), is made
and entered into as of December 7, 2001 by First Union Trust Company, National
Association, a national banking association (not in its individual capacity but
solely as trustee hereunder and including its successors, the Trustee),
Hollinger International Inc., a Delaware corporation (Hollinger), as
depositor and Hollinger Canadian Newspapers, Limited Partnership, a limited
partnership formed and existing under the laws of the Province of Ontario (the
L.P. and, together with Hollinger, the Depositor), as depositor, acting by
its general partner, Hollinger Canadian Newspapers G.P. Inc., an Ontario
corporation.

RECITALS

WHEREAS, the Trustee and Hollinger have previously formed the Trust as a
statutory business trust under the Delaware Business Trust Act pursuant to that
certain Trust Agreement dated as of August 15, 2001 (the Original Trust
Agreement) and by the Trustees filing the Certificate of Trust;

WHEREAS, Hollinger and the Trustee entered into an Amended and Restated
Trust Agreement, dated as of August 24, 2001 (the Amended Agreement),
pursuant to which the Trust holds a participation interest in the Fixed Rate
Subordinated Debentures due 2010 (the Underlying Debentures) of 3815668
Canada Inc. (the Issuer), and issued US$350,000,000 in aggregate principal
amount of 12 1/8% Senior Notes due 2010 (the Initial Notes) representing
undivided beneficial interests in the Trust, issued in the form of a registered
global note (the Initial Global Note) registered in the name of Cede & Co.,
as nominee of DTC and held by the Trustee, as custodian for the Initial Global
Note;

WHEREAS, pursuant to Section 6.10 of the Amended Agreement and pursuant to
the provisions of the Initial Notes, upon written notice by the Depositor to
the Trustee and an increase in the Participation deposited in the Trust not
associated with a Payment, Additional Notes ranking pari passuwith the Initial
Notes shall be created and issued by the Trust without notice or consent of the
Note Holders within five (5) Business Days of receiving such notice and such
Additional Notes shall be consolidated with and form a single series with the
Initial Notes and shall have the same terms as to status, redemption or
otherwise as the Initial Notes;

WHEREAS, Section 6.11 of the Amended Agreement provides that a
supplemental agreement may be entered into by Hollinger and the Trustee without
the consent of any Note Holders for certain purposes stated therein;

WHEREAS, the Depositor has deposited the Participation with the Trustee on
behalf of the Trust in accordance with Section 3.01 of the Amended Agreement;
Hollinger has furnished the Trustee with an Opinion of Counsel pursuant to
Section 4.03 of the Amended Agreement; and the Trustee has received pursuant to
Section 4.03 of the Amended Agreement, fully executed Operative
Documents;

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WHEREAS, Hollinger has instructed the Trustee to join with it in the
execution and delivery of this Supplemental Agreement in order to supplement
the Amended Agreement by, among other things, authorizing and issuing
US$140,500,000 aggregate principal amount of Additional Notes issued in the
form of an Additional Global Note (as defined herein) of substantially the
tenor hereinafter set forth, to provide for the addition of the L.P. as an
additional depositor and to provide that the Trust has duly authorized the
execution and delivery of this Supplemental Agreement; and

WHEREAS, all things necessary to make this Supplemental Agreement a valid
agreement of the Depositor and the Trustee and a valid supplement to the
Amended Agreement have been done.

NOW, THEREFORE, THIS SUPPLEMENTAL AGREEMENT for and in consideration of
the premises and the purchase of the Additional Notes to be issued hereunder by
Holders thereof, Hollinger, the L.P. and the Trustee mutually covenant and
agree, for the equal and proportionate benefit of the respective Holders from
time to time of the Notes, as follows:

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   Definitions.

The Original Trust Agreement together with the Amended Agreement and this
Supplemental Agreement are hereinafter sometimes collectively referred to as
the Trust Agreement. All capitalized terms which are used herein and not
otherwise defined herein are defined in the Amended Agreement or the Initial
Global Note and are used herein with the same meanings as in the Amended
Agreement and/or the Initial Global Note.

As used in this Supplemental Agreement, the following terms shall have the
following meanings:

Additional Global Note shall mean the Additional Notes issued in the
form of a Global Note as set forth in Exhibit Ahereto.

Depositor shall have the meaning set forth in the Recitals.

Initial Global Note shall have the meaning set forth in the Recitals.

Initial Notes shall have the meaning set forth in the Recitals.

Notes shall mean the Initial Notes together with the Additional Notes.

Supplemental Agreement means this instrument as originally executed (including all exhibits
hereto) and as it may from time to time be supplemented or amended by one or
more agreements supplemental hereto entered into pursuant to the applicable
provisions of the Trust Agreement.

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SECTION 102.   Provisions of the Amended Agreement.

The provisions of the Amended Agreement shall apply to the Additional
Notes and any certificated Additional Notes in definitive form issued in
exchange therefor in the exact same manner as they apply to the Initial Notes.

SECTION 103.   Effect of Supplemental Agreement.

This Supplemental Agreement is a supplemental agreement within the meaning
of Sections 6.10 and 6.11 of the Amended Agreement, and the Amended Agreement
shall be read together with this Supplemental Agreement and shall have the same
effect over the Additional Notes, in the same manner as if the provisions of
the Amended Agreement and this Supplemental Agreement were contained in the
same instrument.

For the purposes of this Supplemental Agreement, whenever an action or
instruction of the Depositor is required or permitted under the Amended
Agreement or this Supplemental Agreement, actions taken or instructions given
by either of Hollinger or the L.P. shall be sufficient. In the event that
there is any discrepancy between the actions taken and/or instructions given by
Hollinger and the L.P. in respect of an action that can or may be taken or
instructions that can and may be given under the Amended Agreement or this
Supplemental Agreement, actions taken and/or instructions given by Hollinger
shall prevail.

In all other respects, the Amended Agreement is confirmed by the parties
as supplemented by the terms of this Supplemental Agreement.

SECTION 104.   Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 105.   Successors and Assigns.

All covenants and agreements in this Supplemental Agreement by the
Depositor, the Trust, the Trustee and the Holders shall bind their respective
successors and assigns, whether so expressed or not.

SECTION 106.   Severability Clause.

In case any provision in this Supplemental Agreement or in the Additional
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 107.   Benefits of Supplemental Agreement.

Nothing in this Supplemental Agreement or in the Additional Notes, express
or implied, shall give to any Person (other than the parties hereto and their
successors hereunder, and the Holders) any benefit or any legal or equitable
right, remedy or claim under this Supplemental Agreement.

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SECTION 108.   Governing Law.

THIS SUPPLEMENTAL AGREEMENT AND THE ADDITIONAL NOTES SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE; PROVIDED THAT THERE SHALL NOT BE APPLICABLE TO THE TRUST, THE PARTIES
HEREUNDER OR THIS SUPPLEMENTAL AGREEMENT, ANY PROVISION OF THE LAWS (COMMON OR
STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS (OTHER THAN THE ACT)
THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, (A)
THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR
SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST
BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY
FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION,
HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS
PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE
ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F)
RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION
OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER
MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF
FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR
POWERS OF THE TRUSTEE THAT ARE INCONSISTENT WITH THE LIMITATIONS ON AUTHORITIES
AND POWERS OF THE TRUSTEE HEREUNDER AS SET FORTH OR REFERENCED IN THIS
AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO
THE TRUST.

ARTICLE II
THE NOTES

SECTION 201.   Forms Generally.

The Additional Notes shall be known as the 12 1/8% Senior Notes due 2010
of the Trust. The Additional Notes shall be in substantially the forms set
forth in Section 4.03 of the Amended Agreement, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by the Amended Agreement and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the duly authorized signatories
executing such Additional Notes, as evidenced by their execution of the
Additional Notes. Any portion of the text of any Additional Notes may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Additional Notes.

The definitive Additional Notes shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the Amended Agreement as determined by the duly authorized
signatories executing such Additional Notes, as evidenced by their execution of
such Additional Notes.

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The Additional Notes are being offered and sold by the Trust pursuant to a
Purchase Agreement, dated as of November 30, 2001, among Hollinger, the L.P.,
the Trust and Credit Suisse First Boston Corporation (the Initial Purchaser).

Additional Notes offered and sold to qualified institutional buyers (as
defined in Rule 144A (Rule 144A) under the Securities Act) in reliance on
Rule 144A shall be issued initially in the form of an Additional Global Note
deposited with, or on behalf of, the Depositary or with the Trustee, as
custodian for the Depositary, duly executed by the Trust as provided in the
Amended Agreement. The Global Additional Note will be registered in the name
of a nominee of the Depositary and deposited with the Trustee on behalf of the
Initial Purchaser thereof.

SECTION 202.   Title and Terms.

The aggregate principal amount of Additional Notes which may be delivered
under the Supplemental Agreement is limited to U.S.$140,500,000, except for (i)
Additional Notes delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Additional Notes pursuant to Sections 4.06, 4.07,
6.03 or 6.07 of the Amended Agreement, or (ii) Additional Notes delivered
pursuant to Sections 6.10 and 6.11 of the Amended Agreement in an agreement
supplemental to the Amended Agreement and this Supplemental Agreement.

The Additional Notes shall be known and designated as the 12 1/8% Senior
Notes due 2010. The Note Holders of the Additional Notes shall receive
Payments at the times, and be entitled to such other rights, preferences and
powers of the Notes, as set forth in Section 6.03 of the Amended Agreement and
such other rights as Note Holders of the Initial Notes.

The Depositor, the Trust and the Trustee acknowledge and agree that the
Initial Notes, the Additional Notes and any certificated Initial Notes or
Additional Notes in definitive form issued in exchange therefor, respectively,
form a single series and have the same terms as to status, redemption or
otherwise.

SECTION 203.   The L.P.The L.P. is a limited partnership formed under the
Limited Partnerships Act(Ontario), a limited partner of which is only liable
for any of its liabilities or any of its losses to the extent of the amount
that the limited partner has contributed or agreed to contribute to its
capital and the limited partners pro rata share of any undistributed income.

SECTION 204.Consent to Jurisdiction and Service of Process.
The parties hereto hereby (a) consent to the non-exclusive jurisdiction of (i)
the courts of the State of Delaware and (ii) the United States District Court
for the District of Delaware sitting in Wilmington, Delaware (collectively
referred to as a Delaware Court) and (b) consent to the service of process
delivered by certified mail to its corporate secretary, managing member or
other correlative official and in the case of the L.P., service of process
shall be served upon its authorized agent, Hollinger International Inc., 712
Fifth Avenue, New York, New York 10019, Attention: Vice President, Corporate
Development, (the Authorized Agent) upon whom process may be served in any
such action arising out of or based on the Trust Agreement or the transactions
contemplated hereby which may be instituted in any Delaware Court by any party
or

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by any person who controls such party, expressly consents to the
non-exclusive jurisdiction of any such court in respect of any such action, and
waives any other requirements of or objections to personal jurisdiction with
respect thereto. Such appointment shall be irrevocable. The L.P. represents
and warrants that the Authorized Agent has agreed to act as such agent for
service of process and agrees to take any and all action, including the filing
of any and all documents and instruments, that may be necessary to continue
such appointment in full force and effect as aforesaid. Service of process
upon the Authorized Agent and written notice of such service to the L.P. shall
be deemed, in every respect, effective service of process upon the L.P. To the
fullest extent of the law, the parties agree that any action brought in any
Delaware Court shall be brought in a court sitting in New Castle County,
Delaware.

SECTION 206.   Counterparts.This Supplemental Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Supplemental Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Supplemental Agreement.

SECTION 207.   Miscellaneous.

The Trustee assumes no responsibility for the accuracy of the recitals
contained herein, which recitals shall be taken as the statements of the
Depositor and the Trust.

* * * * *

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IN WITNESS WHEREOF, each of the undersigned has executed this Supplemental
Agreement as of the date above first written.

| |                                                                                                                          |     |             | 
| | ------------------------------------------------------------------------------------------------------------------------ | --- | ----------- | 
| | FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION
not in its individual capacity, but solely
as
Trustee and Note Registrar
|
| |                                                                                                                          | By:
| |                                                                                                                          |     |            
| |                                                                                                                          |     | Name:Title:











THIS IS A SIGNATURE PAGE TO THE SUPPLEMENTAL AGREEMENT
AND IS EXECUTED BY THE PARTY NAMED ABOVE.





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IN WITNESS WHEREOF, each of the undersigned has executed this Supplemental
Agreement as of the date above first written.

| |                                            |     |             |               
| | ------------------------------------------ | --- | ----------- | --------------
| | HOLLINGER INTERNATIONAL INC.,
as Depositor
|
| |                                            | By: |             | (-s- Atkinson)
| |                                            |     |            
| |                                            |     | Name:Title:











THIS IS A SIGNATURE PAGE TO THE SUPPLEMENTAL AGREEMENT
AND IS EXECUTED BY THE PARTY NAMED ABOVE.





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IN WITNESS WHEREOF, each of the undersigned has executed this Supplemental
Agreement as of the date above first written.

| |                                                                  |     |             |               
| | ---------------------------------------------------------------- | --- | ----------- | --------------
| | HOLLINGER CANADIAN NEWSPAPERS, LIMITED
PARTNERSHIP, as Depositor
|
| | By its general partner, Hollinger General
Newspapers G.P. Inc.  
| |                                                                  | By: |             | (-s- Atkinson)
| |                                                                  |     |            
| |                                                                  |     | Name:Title:











THIS IS A SIGNATURE PAGE TO THE SUPPLEMENTAL AGREEMENT
AND IS EXECUTED BY THE PARTY NAMED ABOVE.





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EXHIBIT A

Form of Additional Global Note





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HOLLINGER PARTICIPATION TRUST

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY STATE OR
OTHER SECURITIES LAWS, AND THE TRUST HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE 1940 ACT).

THE NOTES MAY NOT BE OFFERED, REOFFERED, SOLD, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED (WHETHER ON THE DATE HEREOF OR AT ANY OTHER TIME AND FROM TIME
TO TIME HEREAFTER), EXCEPT (A) IN ACCORDANCE WITH AND SUBJECT TO THE TERMS
AND CONDITIONS OF THE OFFERING CIRCULAR, THE TRUST AGREEMENT AND ALL
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION AND (B) ONLY (1) TO A PERSON WHO HAS REPRESENTED AND
WARRANTED THAT IT IS, AND WHOM THE SELLER REASONABLY BELIEVES TO BE, A
QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT) OR (2) TO THE DEPOSITOR. EACH OFFEREE WILL BE DEEMED TO
HAVE MADE THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS SET
FORTH IN THE NOTICE TO INVESTORS CONTAINED IN THE OFFERING CIRCULAR AND
SECTION 5.05 OF THE TRUST AGREEMENT (INCLUDING THE REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS THAT SUCH OFFEREE WILL TRANSFER SUCH
NOTES, IF EVER, ONLY IN ACCORDANCE WITH THE PRECEDING SENTENCE AND THE
REMAINDER OF THIS LEGEND AND ONLY TO A TRANSFEREE WHO WILL UNDERTAKE TO
SUBJECT ITS TRANSFER OF NOTES IN THE MANNER DESCRIBED HEREIN AND THAT (i)
SUCH OFFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA) (AN ERISA
PLAN) OR OTHER PLAN, AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS
OF ANY SUCH ERISA PLAN OR OTHER PLAN, OR A GOVERNMENTAL PLAN THAT IS SUBJECT
TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE
PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE CODE), OR (ii) THE PURCHASE BY SUCH OFFEREE
OF THE NOTE EVIDENCED HEREBY WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR IN THE CASE OF A
GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW)
FOR WHICH AN EXEMPTION IS NOT AVAILABLE).

ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT,
WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE AND WILL BE VOID
AB INITIO, NOTWITHSTANDING ANY





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INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE TRUSTEE OR ANY INTERMEDIARY.

EACH OFFEREE AGREES TO INDEMNIFY AND HOLD HARMLESS EACH OF THE DEPOSITOR,
THE TRUSTEE AND THE INITIAL PURCHASER, THEIR RESPECTIVE SHAREHOLDERS AND
PARTNERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACH
AN INDEMNIFIED PARTY) FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND
EXPENSES OF COUNSEL) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST
ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH
(INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION,
LITIGATION OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION
THEREWITH) OR AS A RESULT OF (A) THE BREACH OF ANY OF THE REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS MADE BY SUCH OFFEREE PURSUANT TO THE
NOTICE TO INVESTORS, THE OFFERING CIRCULAR, ANY NOTE OR ANY TRANSFER
CERTIFICATE (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS RELATING TO ANY IMMEDIATE TRANSFEREE OF (OR TO THE
CONDITIONS FOR THE TRANSFER TO ANY IMMEDIATE TRANSFEREE OF) THE NOTES HELD
BY OR FOR SUCH OFFEREE); OR (B) THE FAILURE BY SUCH OFFEREE TO PERFORM OR
OBSERVE ANY OF THE COVENANTS AND AGREEMENTS PURPORTED TO BE PERFORMED OR
OBSERVED BY IT PURSUANT TO THE NOTICE TO INVESTORS, ALL AS AT THE TIMES, IN
THE MANNER AND TO THE EXTENT SET FORTH IN THE NOTICE TO INVESTORS.

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (DTC), NEW YORK, NEW YORK
TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO.).

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS
NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AGREEMENT
REFERRED TO HEREIN.

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PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS
CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

Note No.: A-2
Principal Amount: $140,500,000

THIS CERTIFIES THAT Cede & Co. is the registered holder of ONE HUNDRED AND
FORTY MILLION FIVE HUNDRED THOUSAND United States Dollars ($140,500,000) of
nonassessable, fully-paid, undivided beneficial interests in Hollinger
Participation Trust (the Trust), a Delaware statutory business trust existing
pursuant to an amended and restated Trust Agreement dated as of August 24,
2001, (the Amended Agreement) between Hollinger International Inc.
(Hollinger), as depositor and First Union Trust Company, National
Association, as Trustee (the Trustee), as supplemented by a supplemental
agreement dated as of December 7, 2001, (the Supplemental Agreement and,
together with the Amended Agreement, the Trust Agreement), among Hollinger,
Hollinger Canadian Newspapers, Limited Partnership (the L.P. and, together
with Hollinger, the Depositor), as depositor and the Trustee.

The terms of this Note include those stated in the Trust Agreement. The
Notes are subject to all such terms, and Note Holders are referred to the Trust
Agreement for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Trust Agreement, the
provisions of the Trust Agreement shall govern and be controlling. Capitalized
terms used herein shall have the meanings assigned to them in the Trust
Agreement unless otherwise indicated.

1.     Distributions and Other Amounts.The Trust promises to pay on each
Payment Date from the amounts on deposit in the Trust Account, to the extent
funds are available therefor, accrued and unpaid Payments in accordance with
the Trust Agreement and the Participation Agreement. In addition, the Trustee
also promises to pay from the remaining amounts on deposit in the Trust
Account, to the extent funds are available therefor, all other amounts due and
payable to the Note Holders pursuant to the Trust Agreement and the
Participation Agreement.

(a) Method of Payment.All payments made to the Note Holders on any
Payment Date will be made to the Note Holders of record as of the close of
business on the last Business Day of the calendar month immediately preceding
such Payment Date (the Regular Record Date). The Trust will make all
Payments to the Note Holders on any Payment Date by wire transfer to the
account specified in writing by the applicable Note Holder to the Trustee. In
each case, the account shall have been specified in writing to the Trustee no
later than the Regular Record Date for the applicable Payment Date. Upon
receipt of the wire instructions from the Note Holders, the Trustee shall
notify the Depositary of such wire transfer instructions and the Depositary
shall make Payments to the Note Holders by immediately crediting participants
accounts with Payments in amounts proportionate to their respective beneficial

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interests in the Global Note as shown on the records of the Depositary or
its nominee. The Trustee expects that Payments by participants to owners of
beneficial interests in such Global Note held through such participants will be
governed by the standing instructions and customary practices, as is now the
case with securities held for the accounts of customers registered in the names
of nominees for such customers. Neither the Trustee nor the Depositary will be
responsible for any participants payment obligations to a Note Holder. In the
case of non-cash Distributions, the Trustee shall transfer such non-cash
Distribution to each Note Holder immediately after the Elevation Date.

2.     Transfer, Exchange.The Notes will initially be in the form of one or
more fully registered permanent Global Notes. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Trust Agreement and
the Participation Agreement. Each Note surrendered for registration of
transfer or exchange will be cancelled and subsequently disposed of by the
Trustee in accordance with its customary practice. The Trust Agreement and the
Participation Agreement contain transfer restrictions in addition to those
contained in the legends set forth on the face of this Note. The minimum
denomination of each Note is $1,000.

Except as described in the Trust Agreement, the Notes will be deposited
with, or on behalf of, the Depositary, and registered in the name of the
Depositary or the nominee of the Depositary in the form of one or more Global
Notes, for credit to the respective accounts of the beneficial owners of the
Notes represented thereby. The Global Notes shall bear the legend set forth on
the face of this Note.

3.     Persons Deemed Holders.Prior to the due presentation of a Note for
registration of transfer, the Trustee, the Note Registrar, and any agent of the
Trustee or the Note Registrar may treat the Person in whose name any Note is
registered as the holder of such Note for all purposes.

4.     Amendment, Supplement and Waiver.Subject to certain exceptions, any
provision of the Trust Agreement may be amended or waived, provided that the
Trustee shall consent to any amendment or waiver only upon instruction by the
Majority Note Holders; provided, further, that, if such amendment or waiver
constitutes a Reserved Action, the Trustee shall not consent to such amendment
or waiver without the consent of all Note Holders.

5.     Limitation on Liability.The Trustee will not incur any liability to
any Person except as set forth in the Trust Agreement.

6.     Governing Law.This Note will be governed by and construed in
accordance with the laws of the State of Delaware.

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The Trust will furnish to any Note Holder upon written request and without
charge a copy of the Trust Agreement. Requests may be made to:

Hollinger Participation Trust
                    c/o First Union Trust Company, National Association
                    One Rodney Square, 1st Floor
                    920 King Street
                    Wilmington, DE 19801
                    Attention: Corporate Trust Administration

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IN WITNESS WHEREOF, the Trustee has caused this Note to be duly executed.

Dated:

| |                               |     |             |                                                                                                                     
| | ----------------------------- | --- | ----------- | --------------------------------------------------------------------------------------------------------------------
| | HOLLINGER PARTICIPATION TRUST
|
| |                               | By: |             | First Union Trust Company, NationalAssociation, not in its individual capacity, butsolely in its capacity as Trustee
|
| |                               | By: |             |                                                                                                                     
| |                               |     |            
| |                               |     | Name:Title:





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IN WITNESS WHEREOF, each of the undersigned has executed this Supplemental
Agreement as of the date above first written.

| |                                                                                                                          |     |             |                                    
| | ------------------------------------------------------------------------------------------------------------------------ | --- | ----------- | -----------------------------------
| | FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION
not in its individual capacity, but solely
as
Trustee and Note Registrar
|
| |                                                                                                                          | By: |             | (-s- Edward L. Truitt, Jr.)        
| |                                                                                                                          |     |            
| |                                                                                                                          |     | Name:Title: | EDWARD L. TRUITT, JR.VICE PRESIDENT











THIS IS A SIGNATURE PAGE TO THE SUPPLEMENTAL AGREEMENT
AND IS EXECUTED BY THE PARTY NAMED ABOVE.